Companies Act 2013

1. DOCTRINE OF CONSTRUCTIVE
NOTICE
PRESENTED BY:
CMA SNEHA AGRAWAL

2. KEY POINTS TO DOCTRINE:
 Memorandum of Association and Articles of Association are
two main documents required for incorporation of a
company.
 Same are to be registered with Registrar of company
(ROC).
 Registrar of company is a public office.
 Consequently, Memorandum and Articles of company
registered with ROC becomes public document.
 They are open and accessible to everyone.
 It is therefore, the duty of every person dealing with a
company to inspect these documents before making any
dealings with the company. This is nothing but Doctrine of
Constructive Notice.

3.  Doctrine of Constructive notice is a protection granted to
company against outsiders dealing with the company.
 These Doctrine is an exception to Doctrine of Indoor
Management as it provides protection to outsiders against
company.
(Royal British Bank v/s Turquand)
Case law : Oak Oil Co. v/s Crum
In this case, it was held that the person dealing with
company read is presumed not only to have read MOA and AOA
but also understood them properly. These documents are
presumed to be notice to public

4. Case law : KOTLA VENKATSWAMY V/S RAM
MURTHY
In this case, the articles of company provides that for mortgage of
assets a mortgage deed need to be signed by 3 officials i.e., MD, CS
and Whole time director.
A mortgage deed was executed by petitioner for mortgage of assets
but the deed contain only two signatures of CS and Whole time
director.
When mortgage money became due the company refused to pay
mortgage money as the mortgage deed was invalid.
On petition, it held that refusal pay mortgage money on account of
invalid mortgage deed is not wrong and applied this doctrine of
constructive notice.

5. THANK YOU